MAAK JE GRATIS NDA (Dutch Law)
Inhoudsopgave
What is an NDA?
A Non-disclosure Agreement (NDA), also known as a Confidentiality Agreement or Confidentiality Agreement, is an Agreement whereby 2 or more parties agree to keep certain confidential information secret and not to share it with others. The recipient also agrees not to copy, modify or use the information in a manner that is not approved by the owner of the confidential information. As an entrepreneur, you can prevent many problems with a signed NDA. Without an NDA, your trade secrets and sensitive information can be made public or otherwise used by employees, vendors, customers, or anyone else with whom you share the information.
This document is GDPR-proof.
You need an NDA if you are going to share confidential information with others and you do not want this information to be made public. There are several situations in which it is essential that you use an NDA:
- company takeover: for a takeover bid, the interested party first wants to have access to the financial, fiscal, legal and commercial aspects of your company. If a due diligence (book investigation) actually takes place, you need an NDA.
- investors for a service or product: if you have developed a new product or service and are looking for investors, then you use an NDA to ensure that your confidential information remains with you
- hiring a contractor: if you hire a freelancer or contractor to do work for you and as a result he gets insight into company information, then an NDA ensures that he treats it confidentially
- personnel have access to information: you also arrange the confidentiality of your staff with regard to confidential information with an NDA
Setting up an NDA does not have to be a lot of work. By answering a number of simple questions, you can create your own customized NDA with our NDA generator. We offer an NDA in Dutch and in English. Looking for an example NDA? Click on 'Make your document' and view the NDA example.
Over de NDA (Dutch Law)
Veelgestelde vragen over de NDA (Dutch Law)
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Is an NDA mandatory?
No, the use of an NDA Confidentiality Agreement is not mandatory. But if you want to keep sensitive information secret, then it is wise to make agreements about this in an NDA. This way you prevent damage and procedures.
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Which information is considered confidential?
You can use a Confidentiality Agreement for any type of information that you think may only be shared with a specific person or company. The information can for example be commercially valuable, such as information that you exchange in the context of negotiations about a new invention or the purchase of another company. An NDA is also normally used when sharing information about intellectual property.
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Which information is not considered confidential?
The following information is not confidential and therefore cannot be protected by an NDA:
- information that the other person can prove was previously known to him
- information that is generally known
- information that, according to the NDA, is subject to the obligation of confidentiality, but that subsequently becomes generally known in another way
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What is meant by the purpose of sharing confidential information?
In a Confidentiality Agreement you state the purpose for which you want to share the confidential information with the other person. Describe this goal as specifically as possible. For example, you want to explore the possibilities of a collaboration or you want to discuss a marketing promotion for a new product.
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How long does confidentiality last?
The confidentiality obligation does not have to have an end date. But often the information will no longer be confidential at some point. If you agree on an end date, you include it in the NDA. Make an estimate of the duration of the period in which the information must remain secret.
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Why is there a penalty clause in an NDA?
In the Confidentiality Agreement you agree to a fine if the confidentiality obligation is violated. This is called a penalty clause. If the damage exceeds the amount of the fine, you are also entitled to compensation for the extra damage.
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When do I need an NDA employee?
Your employees sometimes need secret company information because of their position. You want to prevent this information from just being put on the street. You can therefore include a confidentiality clause in the Employment Contract and attach a penalty clause to it. However, concluding an NDA with an employee separately is preferred.
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Can I force my employee to sign an NDA?
No, you cannot force your employee to sign an NDA if he refuses. This can have consequences for him. For example, if you want him to sign an NDA because he is going to perform a certain position where he comes into contact with sensitive trade secrets, the refusal may mean that you exclude him from the position.
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Who can sign an NDA?
It is important that those who sign an NDA also have the authority to do so. Therefore, make sure that a decision-making person (within the organization) signs the NDA, or it will not be valid.
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What can I do in case of violation of an NDA?
If the other party violates the NDA, you hold the other liable for the damage that you suffer as a result. It is wise to hire a lawyer for this. Use the Ask a lawyer service for this.
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